UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period
ended:
Commission File Number:
(Exact Name of registrant as specified in its charter)
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b-2 of the Exchange Act).
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The registrant has one class of common stock of which shares were outstanding as of May 13, 2026.
CoJax Oil and Gas Corporation
Form 10-Q
For the Quarter Ended March 31, 2026
TABLE OF CONTENTS
2
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
COJAX OIL AND GAS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
| March 31, 2026 | December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Prepaid expenses | ||||||||
| Total Current Assets | ||||||||
| Properties and Equipment | ||||||||
| Oil and natural gas properties at cost | ||||||||
| Proved Properties | ||||||||
| Unproved Properties | ||||||||
| Less: Accumulated depletion | ( | ) | ( | ) | ||||
| Total Properties and Equipment, net | ||||||||
| Total Assets | ||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | ||||||||
| Workover expense payable | ||||||||
| Accrued salaries and payroll taxes | ||||||||
| Current portion of notes payable | ||||||||
| Notes payable – related party | ||||||||
| Total Current Liabilities | ||||||||
| Long-term Liabilities | ||||||||
| Asset retirement obligations | ||||||||
| Note payable, net of current portion | ||||||||
| Total Long-term Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies (Note 10) | ||||||||
| Stockholders’ Equity | ||||||||
| Preferred stock, $ par value, current shares authorized, and Series A shares, $ par value issued and outstanding at March 31, 2026 and December 31, 2025, respectively. | ||||||||
| Common stock, $ par value, current shares authorized, and shares issued and outstanding, at March 31, 2026 and December 31, 2025 respectively. | ||||||||
| Subscription payable | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | $ | |||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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COJAX OIL AND GAS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| For the Three Months | ||||||||
| Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues | $ | $ | ||||||
| Operating costs and expenses: | ||||||||
| Lease operating expenses | ||||||||
| General and administrative expenses | ||||||||
| Depletion and accretion on discounted liabilities | ||||||||
| Total operating costs and expenses | ||||||||
| Loss from Operations | ( | ) | ( | ) | ||||
| Other expense: | ||||||||
| Other income and expense | ||||||||
| Interest expense, net | ( | ) | ( | ) | ||||
| Total other expense | ( | ) | ( | ) | ||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Net loss per common share - basic and diluted | $ | ) | $ | ) | ||||
| Weighted average number of common shares outstanding during the period - basic and diluted | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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COJAX OIL AND GAS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
| Additional | Total | ||||||||||||||||||||||||
| Preferred stock | Common stock | Subscriptions | paid-in | Accumulated | Stockholder’s | ||||||||||||||||||||
| Shares | Amount | Shares | Amount | Payable | capital | deficit | equity | ||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Net loss for the three months ending March 31, 2025 | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Net loss for the three months ending March 31, 2026 | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | $ | ( | ) | ||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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COJAX OIL AND GAS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the Three Months Ended March 31, | 2026 | 2025 | ||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile Net loss to net cash provided by operations: | ||||||||
| Depletion expense | ||||||||
| Accretion of asset retirement obligation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Prepaid expense | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities: | ||||||||
| Net cash provided by investing activities | ||||||||
| Cash flows from financing activities: | ||||||||
| Payments of loan payable - SBA PPP loan | ( | ) | ( | ) | ||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Net change in cash | ||||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Supplemental disclosure of non-cash operating activities: | ||||||||
| Cash paid for interest and taxes | $ | $ | ||||||
| Supplemental disclosure of non-cash investing activities: | ||||||||
| Capital expenditures on oil and natural gas properties included in accounts payable | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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COJAX OIL AND GAS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 – ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Organization
CoJax Oil & Gas Corporation, a Virginia corporation (“Company”), was incorporated on November 13, 2017. The Company is based in Arlington, Virginia, with a wholly owned subsidiary, Barrister Energy LLC (‘Barrister Energy’), registered in Mississippi and based in Laurel, Mississippi.
Nature of Operations
The Company is a growing U.S. energy company engaged in the acquisition and development of lower-risk onshore oil and gas-producing properties within the Southeastern U.S. The Company’s focused growth strategy relies primarily on leveraging management’s expertise to acquire both operated and non-operated interests in producing properties with the goal of assembling a large oil and gas portfolio. Through this strategy of acquisition of operated and non-operated properties, the Company has the unique ability to benefit from the technical and scientific expertise of world-class exploration and production (“E&P”) companies operating in the area. Since its inception, the Company has been engaged primarily in organizational activities and had limited revenue-generating operations before the period covered by this quarterly report. The Company has begun to acquire assignments of hydrocarbon revenues and underlying oil and gas exploration and production rights as covered by this quarterly report. The Company runs all operations of its current acquisitions through Barrister Energy LLC, its operational wholly-owned subsidiary.
The Company focuses on the acquisition of and exploitation of upstream energy assets, specifically targeting select oil and gas mineral interests. These acquisitions are structured primarily as acquisitions of leases, working interests, real property interests and mineral rights and royalties and are generally not regarded as the acquisition of securities, but rather real property interests. As an owner, the Company has the right to receive a portion of the production from the leased acreage (or of the proceeds of the sale thereof). As an owner, the Company also has an obligation for its share of lease operating costs.
Condensed Consolidated Financial Statements
The accompanying condensed consolidated financial statements prepared by CoJax Oil and Gas Corporation (the “Company” or “CoJax”) have not been audited by an independent registered public accounting firm. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all adjustments necessary for a fair presentation of the results of operations for the periods presented, which adjustments were of a normal recurring nature, except as disclosed herein. The results of operations for the three months ended March 31, 2026, are not necessarily indicative of the results to be expected for the full year ending December 31, 2026, for various reasons, including as a result of the impact of fluctuations in prices received for oil and natural gas, natural production declines, the uncertainty of exploration and development drilling results, fluctuations in the fair value of derivative instruments, the impacts of other factors.
These unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information, and, accordingly, do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2025.
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NOTE 2 – GOING CONCERN DISCLOSURE
The Company’s condensed consolidated financial statements are prepared using U.S. GAAP applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. There can be no assurance that the Company will be able to achieve its business plan, raise any additional capital, or secure the additional financing necessary to implement its current operating plan. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
The Company has yet to achieve profitable operations, expects to incur further losses in the development of its business, and is dependent upon future issuances of equity or other financings to fund ongoing operations, all of which raises substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance of these financial statements. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing from stockholders or other sources to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however, there is no assurance of additional funding being available or on acceptable terms, if at all.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation
The accompanying condensed consolidated financial statements include the accounts of the Company and of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant areas of estimate include the impairment of assets and rates for amortization, accrued liabilities, future income tax obligations, and the inputs used in calculating stock-based compensation. Actual results could differ from those estimates and would affect future results of operations and cash flows.
Cash and Cash Equivalents
The Company considers all highly liquid
temporary cash investments with an original maturity of three months or less to be cash equivalents. At March 31, 2026 and December
31, 2025, the Company had
Oil and Gas Producing Activities
The Company uses the successful efforts method of accounting for oil and gas activities. Under this method, the costs of productive exploratory wells, all development wells, related asset retirement obligation assets, and productive leases are capitalized and amortized, principally by field, on a units-of-production basis over the life of the remaining proved reserves. Exploration costs, including personnel costs, geological and geophysical expenses, and delay rentals for oil and gas leases are charged to expense as incurred. Exploratory drilling costs are initially capitalized but charged to expense if and when the well is determined not to have found reserves in commercial quantities.
Estimates of oil and gas reserves, as determined by independent petroleum engineers, are continually subject to revision based on price, production history and other factors. Depletion expense, which is computed based on the units of production method, could be significantly impacted by changes in such estimates. Additionally, US GAAP requires that if the expected future undiscounted cash flows from an asset are less than its carrying cost, that asset must be written down to its fair market value. As the fair market value of an oil and gas property will usually be significantly less than the total undiscounted future net revenues expected from that asset, slight changes in the estimates used to determine future net revenues from an asset could lead to the necessity of recording a significant impairment of that asset.
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Unproved oil and gas properties will be assessed annually to determine whether they have been impaired by the drilling of dry holes on or near the related acreage or other circumstances, which may indicate a decline in value. When impairment occurs, a loss will be recognized. When leases for unproved properties expire, the costs thereof, net of any related allowance for impairment, will be removed from the accounts and charged to expense.
The Company will review its proved oil and natural gas properties for impairment whenever events and circumstances indicate that a decline in the recoverability of its carrying value may have occurred. It estimates the undiscounted future net cash flows of its oil and natural gas properties and compares such undiscounted future cash flows to the carrying amount of the oil and natural gas properties to determine if the carrying amount is recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, the Company will adjust the carrying amount of the oil and natural gas properties to fair value.
During the year ended December 31, 2025,
the Company recorded impairments of $
Long-Lived Assets
The Company accounts for the impairment or disposal of long-lived assets according to the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 360 “Property, Plant and Equipment”. ASC 360 clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business. Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable. When necessary, impaired assets are written down to estimated fair value based on the best information available. Estimated fair value is generally based on either appraised value or measured by discounting estimated future cash flows. Considerable management judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could vary significantly from such estimates. The Company did not recognize any impairment losses on long-lived assets during the three months ended March 31, 2026 and 2025.
Fair Value of Financial Instruments
The Company had no financial instruments for the three months ended March 31, 2026, or for the year ended December 31, 2025.
ASC 820 “Fair Value Measurements and Disclosures” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) a reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which give the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means; and
Level 3 – Fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2026, and December 31, 2025. The respective carrying values of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.
9
Revenue Recognition
The Company accounts for revenue under ASC 606 “Revenue from Contracts with Customers.” Under ASC 606, oil and natural gas sales revenues are recognized when control of the product is transferred to the customer, the performance obligations under the terms of the contracts with customers are satisfied and collectability is reasonably assured. All the Company’s oil and natural gas sales are made under contracts with customers. The performance obligations for the Company’s contracts with customers are satisfied at a point in time through the delivery of oil and natural gas to its customers. Accordingly, the Company’s contracts do not give rise to contract assets or liabilities. The Company typically receives payment within 90 days of the month of delivery. The Company’s contracts for oil and natural gas sales are standard industry contracts that include variable consideration based on the monthly index price and adjustments that may include counterparty-specific provisions related to volumes, price differentials, discounts, and other adjustments and deductions.
The following table presents revenues disaggregated by product for the three months ended March 31, 2026, and 2025:
| For the Three Months | ||||||||
| Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Crude oil revenues | $ | $ | ||||||
| Gas revenues | ||||||||
| Total revenues | $ | $ | ||||||
Accounts Receivable
Accounts receivable consists of oil and
natural gas receivables. Ongoing evaluations of collectability are performed and an allowance for potential credit losses is provided
against the portion of accounts receivable that is estimated to be uncollectible. During the three months ended March 31, 2026,
the Company recorded write-offs of certain accounts receivable primarily related to the net settlement and true-up of receivable
and payable balances with counterparties, which represent amounts that were not expected to be collected independently outside
of such settlements. These write-offs were recorded against accounts receivable and did not relate to a deterioration in the overall
credit quality of the Company’s customers. At both March 31, 2026, and December 31, 2025, the allowance for expected credit
losses was $
Stock-Based Compensation
The Company accounts for Stock-Based Compensation under ASC 718 “Compensation – Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. Generally accepted accounting principles require measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized.
The Company issues stock to consultants for various services. The costs for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty’s performance is complete. The Company recognized consulting expense and a corresponding increase to additional paid-in-capital related to stock issued for services.
Income Taxes
Income taxes are accounted for under ASC 740 using the liability method of accounting for income taxes. Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized, or the liability settled. The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized.
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ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based on the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.
Because of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by ASC 740 and concluded that it had no uncertain tax positions as of March 31, 2026, or as of December 31, 2025.
The Company computes income per share in accordance with ASC 260, “Earnings per Share”, which requires the presentation of both basic and diluted earnings per share (“EPS”) on the face of the condensed consolidated statement of operations. Basic EPS is computed by dividing income available to common stockholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential shares of common stock outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of March 31, 2026 and December 31, 2025, the Company had potentially dilutive common shares outstanding, respectively.
Asset Retirement Obligations
The Company records the estimated fair value of obligations associated with the retirement of tangible, long-lived assets in the period in which they are incurred. When a liability is initially recorded, the Company capitalizes the cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value, and the capitalized cost is depleted over the useful life of the related asset.
Revisions to estimated asset retirement obligations will result in an adjustment to the related capitalized asset and corresponding liability. Upon settlement of the liability, the Company either settles the obligation for its recorded amount or incurs a gain or loss. The Company’s asset retirement obligation relates to the plugging, dismantling, removal, site reclamation, and similar activities of its oil and gas properties.
Asset retirement obligations are estimated at the present value of expected future net cash flows and are discounted using the Company’s credit adjusted risk free rate. The Company uses unobservable inputs in the estimation of asset retirement obligations that include, but are not limited to: costs of labor, costs of materials, profits on costs of labor and materials, the effect of inflation on estimated costs, and discount rate. Due to the subjectivity of assumptions and the relative long lives of the Company’s leases, the costs to ultimately retire the Company’s obligations may vary significantly from prior estimates. Assumptions used in determining estimates are reviewed annually.
Concentration of Credit Risk
Our revenue can be materially affected by current economic conditions and the price of oil and natural gas. However, based on the current demand for crude oil and natural gas and the fact that alternative purchasers are readily available, we believe that the loss of our marketing agents and/or any of the purchasers identified by our marketing agents would not have a long-term material adverse effect on our financial position or results of international operations. The continued economic disruption resulting from Russia’s invasion of Ukraine, a potential global recession, and other varying macroeconomic conditions could materially impact the Company’s business in future periods. Any potential disruption will depend on the duration and intensity of these events, which are highly uncertain and cannot be predicted at this time.
Segment Information
The Company operates in one reportable segment engaged in the acquisition, exploration, and production of oil and natural gas properties in the Gulf States Drilling Region.
The Company’s chief operating decision maker (“CODM”) is the President and Chief Executive Officer as he maintains responsibility for assessment of the Company’s performance and decision making regarding resource allocation. Condensed Consolidated net income (loss) is the performance measure used by the CODM to evaluate the segment’s performance and allocate capital and to monitor budget versus actual results. The information regularly provided to the CODM on the segment’s revenues and significant expenses aligns with the categories presented in the Condensed Consolidated Statements of Income. Furthermore, the segment’s assets are reported on the Condensed Consolidated Balance Sheets as total assets.
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NOTE 4 – RECENT ACCOUNTING PRONOUNCEMENTS
New and Recently Adopted Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU requires enhanced disclosures about significant segment expenses that are regularly provided to the Chief Operating Decision Maker and included in each reported measure of segment profit or loss. Additionally, the ASU expanded interim disclosure segments. The ASU was adopted by the Company during the year ended December 31, 2025 and did not have a material impact on the consolidated financial statements. See Segment Information as disclosed with Note 3 for additional information regarding the updates made.
Management does not believe any other recently issued accounting pronouncements, if adopted, would have a material effect on the Company’s present or future financial statements.
NOTE 5 –ROYALTY INTERESTS IN OIL AND GAS PROPERTIES
The Company did not execute any acquisitions
during the three months ended March 31, 2026. At March 31, 2026, the Company had leased oil and gas properties assets valued at
$
During the year ended December 31, 2025
due to diminishing operating margins the Company elected to dispose of its interests in the NONOP Assets. On July 1, 2025, the
Board of Directors of CoJax Oil and Gas Corporation approved a Reassignment Agreement by which the Company assigned and conveyed
100% of its interest in the NONOP Assets back to Taxodium Energy, LLC and its affiliates. On October 22, 2025, pursuant to the
Reassignment Agreement, the Company transferred to Taxodium 100% ownership, right, title and interests in the aforementioned NONOP
Assets in exchange for full release from all outstanding payables related to the NONOP assets. To recognize the reassignment the
Company removed the following balances: accounts receivable of $
| Beginning balance, December 31, 2025 | $ | |||
| Depletion expense | ( | ) | ||
| Capital expenditures on oil and gas properties | ||||
| Balance, March 31, 2026 | $ |
We recorded depletion expense of $
NOTE 6 – ASSET RETIREMENT OBLIGATION
The Company records the obligation to plug and abandon oil and gas wells at the dates the properties are either acquired or the wells are drilled. The asset retirement obligation is adjusted each quarter for any liabilities incurred or settled during the period, accretion expense, and any revisions made to the costs or timing estimates. The asset retirement obligation is incurred using an annual credit-adjusted risk-free discount rate at the applicable dates. Changes in the asset retirement obligation were as follows:
| Balance, December 31, 2025 | $ | |||
| Accretion expense | ||||
| Balance, March 31, 2026 | $ |
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NOTE 7 – NOTES PAYABLE
Notes payable consisted of the following:
| March 31, 2026 | December 31, 2025 | |||||||
| SBA PPP Loan | $ | $ | ||||||
| Notes payable – related party | ||||||||
| Total notes payable | ||||||||
| Less: current portion | ( | ) | ( | ) | ||||
| Notes payable net of current portion | $ | $ | ||||||
SBA PPP Loan
On May 7, 2020, the Company applied for
a Small Business Association (SBA) loan under the Paycheck Protection Program (PPP). The Company met all the necessary qualifications
to apply for a $
Related Party
The Company has issued several unsecured
promissory notes to a related party, the CFO of the Company. The related party notes bear interest at
NOTE 8 – RELATED PARTY TRANSACTIONS
For the three months ending March 31, 2026 and the year ending 2025, the following related party transactions occurred between any of the Company’s directors or executive officers or any person nominated or chosen by the Company to become a director or executive officer:
On April 10, 2025, the Company issued shares at the price of $ per share to Wm. Barrett Wellman for settlement of accrued compensation expenses.
There was no related party activity recorded for the quarter ended March 31, 2026.
NOTE 9 – STOCKHOLDER’S EQUITY
Authorized Capital
The Company has authorized shares of Common Stock at $ par value and authorized shares of Preferred Stock at a par value of $, and Series A convertible shares at a par value of $. The Company had and shares of Common Stock issued and outstanding as of March 31, 2026 and December 31, 2025, respectively. The Company had shares of Preferred Stock issued and outstanding as of March 31, 2026 and December 31, 2025.
Preferred Stock
The holders of Preferred Stock are entitled to receive dividends equal to the amount of the dividend or distribution per share of common stock payable multiplied by the number of shares of common stock the shares of Series A preferred shares held by such holder are convertible into. Each Series A preferred share is convertible into ten common shares.
The Company classified the Series A Preferred Stock as permanent equity in the condensed consolidated financial statements as the terms do not provide for an obligation to buy back the shares in exchange for cash or other assets of the Company. The shares are not considered debt under ASC 480 “Distinguishing Liabilities from Equity” as the shares do not represent an obligation that must or may be settled with a variable number of shares. No other redemption features exist within the terms of the instrument.
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Refer to Note 8 for details on convertible preferred stock issuances to the Company’s officers.
Common Stock
Refer to Note 8 for details on common share issuances to the Company’s officers.
Refer to Note 5 for details on common share issuances for acquired interests in oil and gas properties.
During the three months ended March 31, 2026, there has been no common share activity.
The above shares of capital stock are restricted securities under Rule 144 and were issued in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).
Capital Contributions
During the periods ending March 31, 2026, and March 31, 2025, the Company did not receive any capital contributions.
NOTE 10 – COMMITMENTS AND CONTINGENCIES
Operating Lease Commitments
The Company has
Purchase Commitments
The Company has
Significant Risks and Uncertainties
Concentration of Credit Risk – Cash – The
Company maintains cash and cash equivalent balances at a single financial institution that are insured by the Federal Deposit
Insurance Corporation (FDIC) up to $
Concentration of Credit Risk – Accounts Receivable – All of the Company’s outstanding accounts receivable was with two parties, Taxodium Energy, LLC and Liberty Operating Company.
NOTE 11 – SUBSEQUENT EVENTS
In connection with the issuance of the condensed consolidated financial statements of Cojax Oil and Gas, Company has evaluated subsequent events and transactions for potential recognition and/or disclosure through May 13, 2026 the date the financial statements were issued. Management determined that there were no reportable subsequent events that occurred during such period to be disclosed as of and for the three months ended March 31, 2026.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis of Financial Condition and Results of Operations analyzes the major elements of our balance sheets and statements of operations. This section should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025, and our interim unaudited financial statements and accompanying notes to these financial statements.
NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (the “Quarterly Report”), including in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. Statements which are not historical reflect our current expectations and projections about our future results, performance, liquidity, financial condition, prospects and opportunities and are based upon information currently available to us and our management and their interpretation of what is believed to be significant factors affecting our business, including many assumptions regarding future events Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, need for financing, competitive position, and potential growth opportunities. Our forward-looking statements do not consider the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believes,” “intends,” “may,” “should,” “anticipates,” “expects,” “could,” “plans,” “estimates,” “projects,” “targets” or comparable terminology or by discussions of strategy or trends. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurances that these expectations will prove to be correct. Such statements by their nature involve risks and uncertainties that could significantly affect expected results, and actual future results could differ materially from those described in such forward-looking statements.
Among the factors that could cause actual future results to differ materially are the risks and uncertainties discussed in this Quarterly Report and in our annual report on Form 10-K for the year ended December 31, 2025. While it is not possible to identify all factors, we continue to face many risks and uncertainties including, but not limited to:
| ● | declines or volatility in the prices we receive for our oil and natural gas; | |
| ● | our ability to raise additional capital to fund future capital expenditures; |
| ● | our ability to generate sufficient cash flow from operations, borrowings or other sources to enable us to fully develop and produce our oil and natural gas properties; |
| ● | general economic conditions, whether internationally, nationally or in the regional and local market areas in which we do business; |
| ● | risks associated with drilling, including completion risks, cost overruns and the drilling of non-economic wells or dry holes; |
| ● | uncertainties associated with estimates of proved oil and natural gas reserves; |
| ● | the presence or recoverability of estimated oil and natural gas reserves and the actual future production rates and associated costs; |
| ● | risks and liabilities associated with acquired companies and properties; |
| ● | risks related to the integration of acquired companies and properties; |
| ● | potential defects in title to our properties; |
| ● | cost and availability of drilling rigs, equipment, supplies, personnel, and oilfield services; |
| ● | geological concentration of our reserves; |
| ● | environmental or other governmental regulations, including the legislation of hydraulic fracture stimulation; |
| ● | our ability to secure firm transportation for oil and natural gas we produce and to sell the oil and natural gas at market prices; |
| ● | exploration and development risks; |
| ● | management’s ability to execute our plans to meet our goals; |
| ● | our ability to retain key members of our management team on commercially reasonable terms; |
| ● | the occurrence of cybersecurity incidents, attacks or other breaches to our information technology systems or on systems and infrastructure used by the oil and gas industry; |
| ● | weather conditions; |
| ● | effectiveness of our internal control over financial reporting; |
| ● | actions or inactions of third-party operators of our properties; |
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| ● | costs and liabilities associated with environmental, health and safety laws; |
| ● | our ability to find and retain highly skilled personnel; |
| ● | operating hazards attendant to the oil and natural gas business; |
| ● | competition in the oil and natural gas industry; |
| ● | evolving geopolitical and military hostilities in the Middle East; |
| ● | economic and competitive conditions; |
| ● | lack of available insurance; |
| ● | cash flow and anticipated liquidity; |
| ● | the other factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |
Forward-looking statements speak only as to the date hereof. Except as otherwise required by applicable law, we disclaim any intention or obligation to update publicly or revise such statements whether as a result of new information, future events or otherwise.
There may also be other risks and uncertainties that we are unable to predict at this time or that we do not now expect to have a material adverse impact on our business.
Overview
CoJax is a growth-oriented independent exploration and production company based in Shreveport, Louisiana, and is engaged in oil and natural gas development, production, acquisition, and exploration activities currently focused on the Gulf States Drill Region.
Business Description and Plan of Operation
CoJax is currently engaged in oil and natural gas acquisition, exploration, development, and production in Mississippi and Alabama. We focus on developing our existing properties while continuing to pursue acquisitions of oil and gas properties with upside potential in the Gulf States Drill Region.
Our goal is to increase stockholder value by investing in oil and natural gas projects with attractive rates of return on capital employed. We plan to achieve this goal by exploiting and developing our existing oil and natural gas properties and pursuing strategic acquisitions of additional properties, while remaining cash flow positive, maintaining low operating costs, and striving to show a gain in annual production while reducing the Company’s debt.
Executive Summary - First Quarter 2026 Developments and Highlights
Risks and Uncertainties
The oil and natural gas industry is a global market impacted by many factors, including government regulations, particularly in the areas of trade sanctions, taxation, energy, climate change and the environment, geopolitical instability, and military conflicts (including the ongoing Russian-Ukrainian conflict and conflict in the Middle East), fluctuations in worldwide commodity demand, and the extent to which members of OPEC and other oil exporting nations manage oil supply through export quotas. In general, natural gas prices are determined by North American supply and demand and are affected by the import and export of liquefied natural gas. Oil and natural gas prices have been, and are expected to continue to be, volatile. This volatility could negatively impact future prices for oil, natural gas, petroleum products, and industrial products.
Results of Operations – For the Three Months Ended March 31, 2026, and 2025
| For the Three Months Ended March 31, | ||||||||||||||||
| Change | Change | |||||||||||||||
| 2026 | 2025 | Amount | % | |||||||||||||
| Revenues | $ | 112,076 | $ | 338,222 | $ | (226,146 | ) | (66.9 | )% | |||||||
| Lease operating expenses | 115,345 | 97,240 | 18,105 | 18.6 | % | |||||||||||
| General & administrative expenses | 193,971 | 274,330 | (80,359 | ) | (29.3 | %) | ||||||||||
| Depletion and accretion expense | 68,269 | 110,975 | (42,706 | ) | (38.5 | %) | ||||||||||
| Loss from operations | (265,509 | ) | (144,323 | ) | (121,186 | ) | 84.0 | % | ||||||||
| Other expense, net | (450 | ) | (483 | ) | 33 | (6.8 | %) | |||||||||
| Net loss | $ | (265,959 | ) | $ | (144,806 | ) | $ | (121,153 | ) | 83.7 | % | |||||
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Revenues
Revenues were $112,076 for the three months ended March 31, 2026, compared to $338,222 for the three months ended March 31, 2025. The decrease in revenue of 66.9% or $226,146 was primarily driven by the decrease in production for the Buckley assets resulting in approximately $137,202 reduction in revenue period over period, as well as the decrease attributable to the transfer of the NONOP assets in the second half of 2025 that reduced revenue by approximately $38,612. Wells within the Pine Grove field were under repair during Q1 2026 resulting in a reduction in revenue compared to 2025 of $18,339.
Lease Operating Expenses
Lease operating expenses were $115,345 for the three months ended March 31, 2026, compared to $ 97,240 for the three months ended March 31, 2025, representing an increase of 18.6% or $18,105. The increase in expense was primarily attributable to the increased operating expenses related to repair and maintenance of wells in the Pine Grove and Buckley fields during 2026 of $22,222 and $21,835 respectively, offset by reduced operating expenses resulting from the transfer of NONOP assets of approximately $24,829.
General and Administrative Expenses
General and administrative expenses consisted primarily of accounting and audit fees, legal and professional services fees, and payroll-related expenses. General and administrative expenses were $193,971 for the three months ended March 31, 2026, compared to $274,330 in the same period in 2025, representing a decrease of 29.3% or $80,359. The decrease was primarily driven by a $31,157 decrease in accounting fees, a $6,892 reduction in management fees, and a $38,606 decrease in reserve evaluations expenses.
Loss from Operations
Total operating loss was $265,510 for the three months ended March 31, 2026, and $144,323 for the three months ended March 31, 2025. The increased loss was primarily driven by the $226,146 decrease in revenues offset by the $104,959 net decrease in operating expenses.
Other Expense, Net
Other expense, net was $450 for the three months ended March 31, 2026, as compared to $483 for the three months ended March 31, 2025, due to an increase in interest expense on the PPP Loan.
Net Loss
As a result of the above factors, for the three months ended March 31, 2026, the Company had a net loss of $265,959 as compared to a net loss of $144,806 for the three months ended March 31, 2025.
Sales volumes and commodity prices received
The following table presents our sales volumes and received pricing information for the three-month periods ended March 31, 2026, and 2025:
| For the Three Months | ||||||||
| Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Oil volume (Bbls) | 1,974 | 4,340 | ||||||
| Natural gas volume (Mcf) | — | — | ||||||
| Total Production (Boe) | 1,974 | 4,340 | ||||||
| Average Sales Price: | ||||||||
| Oil price (per Bbl) | $ | 68.54 | $ | 75.42 | ||||
| Gas price (per Mcf) | — | — | ||||||
| Total per BOE | $ | 68.54 | $ | 75.42 | ||||
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Liquidity and Capital Resources
Sources of Liquidity
The Company had cash on hand of $91,056 at March 31, 2026, compared to $ 77,219 at December 31, 2025. For the three months ended March 31, 2026, the Company had net cash provided by operating activities of $16,375, compared to $32,796 provided by operating activities for the same period of 2025. The decrease in cash provided by operating activities was driven by the $150,374 increase in accounts payable and accrued liabilities and $12,813 decrease in accounts receivable, offset by the $121,153 increase of net loss and $44,569 decrease in depletion expense.
The Company did not have any investing cash flows for the three months ended March 31, 2026 and March 31, 2025.
Net cash used in financing activities was $ 2,538 for the three months ended March 31, 2026, compared to net cash used in financing activities of $ 2,513 for the same period in 2025.
Capital Resources for Future Acquisition and Development Opportunities
We continuously evaluate potential acquisitions and development opportunities. To the extent possible, we intend to acquire producing properties and/or developed undrilled properties rather than exploratory properties. We do not intend to limit our evaluation to any one state. We presently have no intention to evaluate offshore properties or properties located outside of the United States.
Effects of Inflation and Pricing
The oil and natural gas industry is very cyclical and the demand for goods and services of oil field companies, suppliers, and others associated with the industry puts pressure on the economic stability and pricing structure within the industry. Typically, as prices for oil and natural gas increase, so do all associated costs. Material changes in prices impact the current revenue stream, estimates of future reserves, borrowing base calculations of bank loans, and the value of properties in purchase and sale transactions. Material changes in prices can impact the value of oil and natural gas companies and their ability to raise capital, borrow money and retain personnel. We anticipate business costs will vary in accordance with commodity prices for oil and natural gas, and the associated increase or decrease in demand for services related to production and exploration.
Off Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements, and it is not anticipated that the Company will enter into any off-balance sheet arrangements.
Disclosures About Market Risks
Like other natural resource producers, the Company faces certain unique market risks associated with the exploration and production of oil and natural gas. The most salient risk factors are the volatile prices of oil and gas, operational risks, the ability to integrate properties and businesses, and certain environmental concerns and obligations.
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Oil and Gas Prices
The price we receive for our oil and natural gas will heavily influence our revenue, profitability, access to capital, and future rate of growth. Oil and natural gas are commodities and, therefore, their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand. The prices we receive for our production depend on numerous factors beyond our control. These factors include, without limitation, the following: worldwide and regional economic conditions impacting the global supply and demand for oil and natural gas; the price and quantity of imports of foreign oil and natural gas; the level of global oil and natural gas inventories; localized supply and demand fundamentals; the availability of refining capacity; price and availability of transportation and pipeline systems with adequate capacity; weather conditions, natural disasters, and public health threats; governmental regulations; speculation as to the future price of oil and the speculative trading of oil and natural gas futures contracts; price and availability of competitors’ supplies of oil and natural gas; energy conservation and environmental measures; technological advances affecting energy consumption; the price and availability of alternative fuels and energy sources; and domestic and international drilling activity.
A substantial or extended decline in oil or natural gas prices may result in impairments of our proved oil and gas properties and may materially and adversely affect our future business, financial condition, cash flows, and results of operations.
Transportation of Oil and Natural Gas
CoJax is presently committed to using the services of the existing gatherers in its present areas of production. This gives such gatherers certain short-term relative monopolistic powers to set gathering and transportation costs. Obtaining the services of an alternative gathering company would require substantial additional costs since an alternative gatherer would be required to lay a new pipeline and/or obtain new rights-of-way.
Competition in the Oil and Natural Gas Industry
We operate in a highly competitive environment for developing and acquiring properties, marketing oil and natural gas, and securing equipment and trained personnel. As a relatively small oil and natural gas company, many large producers possess and employ financial, technical, and personnel resources substantially greater than ours. Those companies may be able to develop and acquire more prospects and productive properties than our financial or personnel resources permit. It is also significant that more favorable prices can usually be negotiated for larger quantities of oil and/or gas products, such that CoJax views itself as having a price disadvantage compared to larger producers.
Retention of Key Personnel
We depend to a large extent on the services of our officers. These individuals have extensive experience in the energy industry, as well as expertise in evaluating and analyzing producing oil and natural gas properties and drilling prospects, maximizing production from oil and natural gas properties, and developing and executing financing strategies. The loss of any of these individuals could have a material adverse effect on our operations and business prospects. Our success may be dependent on our ability to continue to hire, retain and utilize skilled executive and technical personnel.
Environmental and Regulatory Risks
Our business and operations are subject to and impacted by a wide array of federal, state, and local laws and regulations governing the exploration for and development, production, and marketing of oil and natural gas, the operation of oil and natural gas wells, taxation, and environmental and safety matters. Many laws and regulations require drilling permits and govern the spacing of wells, rates of production, water, waste use and disposal, prevention of waste hydraulic fracturing, and other matters. From time to time, regulatory agencies have imposed price controls and limitations on production in order to conserve supplies of oil and natural gas. In addition, the production, handling, storage, transportation, and disposal of oil and natural gas, byproducts thereof, and other substances and materials produced or used in connection with oil and natural gas operations are subject to regulation under federal, state, and local laws and regulations.
Compliance with these regulations may constitute a significant cost and effort for CoJax. To date, no specific accounting for environmental compliance has been maintained or projected by CoJax. CoJax does not presently know of any environmental demands, claims, adverse actions, litigation, or administrative proceedings in which it or the acquired properties are involved or subject to or arising out of its predecessor operations.
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In the event of a violation of environmental regulations, these environmental regulatory agencies have a broad range of alternative or cumulative remedies including ordering a cleanup of any spills or waste material and restoration of the soil or water to conditions existing prior to the environmental violation; fines; or enjoining further drilling, completion or production activities.
Going Concern
There can be no assurance that the Company will be able to achieve its business plan, raise additional capital, or secure the additional financing necessary to implement its current operating plan. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
The Company has yet to achieve profitable operations, expects to incur further losses in the development of its business, has only recently begun producing positive cash flows from operating activities, and is dependent upon future issuances of equity or other financings to fund ongoing operations, all of which raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations or to obtain the necessary financing from shareholders or other sources to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has developed a capital investment proposal plan and is currently pursuing funding opportunities; however, there is no assurance of additional funding being available or on acceptable terms, if at all.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company and are not required to provide this information.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures
Our management, with the participation of William R. Downs, our principal executive officer, and Jeffrey J. Guzy, our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2026, the end of the period covered by this Quarterly Report, pursuant to Rule 13a-15 under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on management’s evaluation, Mr. Downs and Mr. Guzy concluded that our disclosure controls and procedures as of the end of the period covered by this report were not effective in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
We will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
Changes in internal control over financial reporting
We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.
There were no changes in our internal control over financial reporting that occurred during the three months ended March 31, 2026, that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any legal proceedings.
Item 1A. Risk Factors
We are a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act, and are not required to provide the information under this item.
Item 2. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
There were no sales of equity securities sold during the period covered by this Quarterly Report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Item 6. Exhibits
| (a) | the following documents are filed as exhibits to this Quarterly Report. |
* Filed herewith.
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CoJax Oil and Gas Corporation | ||
| Date: May 13, 2026 | By: | /s/ William R. Downs |
| William R. Downs | ||
| Chief Executive Officer and President | ||
| (Principal Executive Officer) | ||
| Date: May 13, 2026 | By: | /s/ Jeffrey J. Guzy |
| Jeffrey J. Guzy | ||
| Chief Financial Officer and Director | ||
| (Principal Financial and Accounting Officer) | ||
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